CORPORATE GOVERNANCE GUIDELINES
These Corporate Governance Guidelines established by the Board of Directors provide a structure within which our directors and management can effectively pursue Bankrate's objectives for the benefit of its stockholders. The Board intends that these guidelines serve as a flexible framework within which the Board may conduct its business, not as a set of binding legal obligations.
To the extent required by the rules of the New York Stock Exchange, the Board will have a majority of directors who meet the criteria for independence required by the New York Stock Exchange.The Board (or, if a Nominating & Governance Committee has been established, such committee with the Board) is responsible for reviewing, on an annual basis, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole.This assessment will include members' qualification as independent, as well as consideration of diversity, age, skills, and experience in the context of the needs of the Board.Nominees for directorship will be selected by the Board or, if a Nominating & Governance Committee has been established, by such committee in accordance with the policies and principles in its charter.
The size of the Board will be determined from time to time by resolution of the Board.It is the sense of the Board that a size of seven to eleven directors is about right.However, the Board would be willing to go to a somewhat larger size in order to accommodate the availability of an outstanding candidate or to a somewhat smaller size in the event of a lack of qualified candidates.
Any director that experiences a material change in their job responsibilities or the position they held when they joined the Board should deliver a notice of such change to the Board (or, if a Nominating & Governance Committee has been established, such committee). The Board (or Nominating & Governance Committee) will then evaluate whether the individual continues to satisfy the Board's membership criteria in light of their new occupational status.It is not the sense of the Board that in every instance the directors who retire or change from the position they held when the came on the Board should necessarily leave the Board.There should, however, be an opportunity for the Board (through the Nominating & Governance Committee, if established) to review the continued appropriateness of Board membership under the circumstances.
No director may serve on more than four other public company boards. Directors should advise the Chairman of the Board in advance of accepting an invitation to serve on another public company board.No director may be nominated to a new term if he or she would be age 72 or older at the time of the election.
The Board does not believe it should establish term limits.While term limits could help insure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. To ensure the Board continues to generate new ideas and operate effectively, the Board (or the Nominating & Governance Committee, if established) will monitor director performance and take steps as necessary regarding continuing director tenure.
The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders.In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the Company's senior executives and its outside advisors and auditors.The directors shall also be entitled to have the Company purchase reasonable directors' and officers' liability insurance on their behalf, to the benefits of indemnification to the fullest extent permitted by law and the Company's charter, by-laws and any indemnification agreements, and to exculpation as provided by state law and the Company's charter.
Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.Information and data that are important to the Board's understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors before the meeting, and directors should review these materials in advance of the meeting.
The Board has no policy with respect to the separation of the offices of Chairman and the Chief Executive Officer.The Board believes that this issue is part of the succession planning process and that it is in the best interests of the Company for the Board to make a determination when it elects a new chief executive officer.
The Chairman will establish the agenda for each Board meeting. At the beginning of the year the Chairman will establish a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen).Each Board member is free to suggest the inclusion of items on the agenda.Each Board member is free to raise at any Board meeting subjects that are not on the agenda for that meeting.The Board will review the Company's long-term strategic plans and the principal issues that the Company will face in the future during at least one Board meeting each year.
The non-management directors will meet in executive session at least quarterly.
The Board believes that the management speaks for the Company.Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company.But it is expected that Board members would do this with the knowledge of the management and, absent unusual circumstances or as contemplated by the committee charters, only at the request of management.
The Board will have at all times an Audit Committee and, to the extent required by the rules of the New York Stock Exchange, a Compensation Committee and a Nominating & Governance Committee.The members of these committees will be independent directors under the criteria established by the New York Stock Exchange to the extent required by the rules of the New York Stock Exchange.Committee members will be appointed by the Board (upon recommendation of the Nominating & Governance Committee, if established) with consideration of the desires of individual directors.It is the sense of the Board that consideration should be given to rotating committee members periodically, but the Board does not feel that rotation should be mandated as a policy.
Each committee will have its own charter.The charters will set forth the purposes, goals and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board.The charters will also provide that each committee will annually evaluate its performance.
The Chairman of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee's charter.The Chairman of each committee, in consultation with the appropriate members of the committee and management, will develop the committee's agenda.At the beginning of the year each committee will establish a schedule of agenda subjects to be discussed during the year (to the degree these can be foreseen).
The Board and each committee have the power to hire independent legal, financial or other advisors as they may deem necessary, without consulting or obtaining the approval of any officer of the Company in advance.
The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.
Director Access to Officers and Employees
Directors have full and free access to officers and employees of the Company.Any meetings or contacts that a director wishes to initiate may be arranged through the CEO or the Secretary or directly by the director.The directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Company and will, to the extent not inappropriate, copy the CEO on any written communications between a director and an officer or employee of the Company.
The Board welcomes regular attendance at each Board meeting of senior officers of the Company.If the CEO wishes to have additional Company personnel attendees on a regular basis, this suggestion should be brought to the Board for approval.
The form and amount of director compensation will be determined by the Board in accordance with the policies and principles set forth in its charter, and the Board will periodically review director compensation.The Board will consider that directors' independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.Once a Compensation Committee has been established, it will thereafter have the responsibilities of the Board under this paragraph.
Director Orientation and Continuing Education
All new directors must participate in the Company's Orientation Program, which should be conducted within two months of the annual meeting at which new directors are elected.This orientation will include presentations by senior management to familiarize new directors with the Company's strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Business Conduct and Ethics, its principal officers, and its internal and independent auditors.In addition, the Orientation Program may include visits to Company headquarters and, to the extent practical, certain of the Company's significant facilities.All other directors are also invited to attend the Orientation Program.
CEO Evaluation and Management Succession
The Board will conduct an annual review of the CEO's performance in order to ensure that the CEO is providing the best leadership for the Company in the long- and short-term.Once a Compensation Committee has been established, such committee will conduct this review, as set forth in its charter, and the Board of Directors will review the Compensation Committee's report.
The Board will conduct an annual review of succession planning and to nominate and evaluate potential successors to the CEO.The CEO should at all times make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.Once established, the Nominating & Governance Committee will have the responsibilities of the Board under this paragraph and should make an annual report to the Board on succession planning and work with the entire Board to nominate and evaluate potential successors to the CEO.
Annual Performance Evaluation
The Board of Directors will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively.The Board or, once established, the Nominating & Governance Committee, will receive comments from all directors and report annually to the Board with an assessment of the Board's performance.This will be discussed with the full Board following the end of each fiscal year.The assessment will focus on the Board's contribution to the Company and specifically focus on areas in which the Board or management believes that the Board could improve.